Increased IPO review: "surprise shareholding" must disclose shareholders' background in detail (VC302)

The issue of unannounced shareholdings and share holdings before listing has been receiving market attention. At the sponsor representative training meeting, the person in charge of the relevant department said that during the IPO review process, those who rushed into the shares must disclose the background of the shareholders in detail, and those holding shares must provide objective and sufficient evidence and restore the holding behavior.

Regarding the issue of unannounced shareholding, the relevant person in charge said that the issuer must make detailed disclosure of this piece in the submission of the listing declaration. The shorter the time of the unintentional shareholding, the more detailed the information must be disclosed.

Specifically, if new shareholders are added in the last year, they must provide resumes of the actual controllers of natural shareholders and legal shareholders ’main shareholders for the last 5 years; if they are new shareholders in the last 6 months, they must provide the background of the new shareholders. , The relationship with the issuer and related parties, and intermediaries, and whether there is no holding, the impact on the issuer, including financial structure, company strategy, future development, etc., and the issuer should issue special instructions, sponsors and Lawyers should also issue special verification opinions.

Regarding the issue of holding shares, the relevant person in charge said that although the holding of shares in principle is not used as a basis for IPO review, the issuer must provide objective and sufficient evidence, and the holding behavior should be truly restored.

In response, the person in charge of the investment banking department of a Beijing-based securities company said that the response to the unannounced shareholding and share holding was mainly to circumvent the market-related connected transaction issues. The related transaction issue has already become one of the key issues of the Development Review Committee.

In addition, some of the problems in the shareholders of the partnership company were further interpreted at the training meeting: first, the issuer cannot use the partnership company to circumvent the problem of the number of shareholders exceeding 200. All general partners; second, pay attention to the interest arrangements behind the partnership; third, check the information disclosed by the partnership and the history of the partnership and the main situation in the past three years, and the relevant transactions of the partnership ’s shareholder issuer exist In case of doubt, no matter how much the shares are held and their status, detailed and comprehensive verification should be carried out.

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